The Warranties Sample Clauses
The Warranties clause sets out the specific promises or assurances made by one or both parties regarding the condition, quality, or status of goods, services, or other contractual matters. Typically, this clause details what is guaranteed—such as a product being free from defects or a service meeting certain standards—and may outline the remedies available if these assurances are breached. Its core practical function is to allocate risk and provide a clear basis for recourse if the warranted conditions are not met, thereby protecting the interests of the receiving party.
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The Warranties. The Company hereby represents and warrants to the Investor that except as Disclosed, the following representations and warranties are true, complete and correct as of the date hereof and the Completion Date. The Disclosure Letter shall be arranged in clauses corresponding to the numbered and lettered clauses and sub-clauses set forth below.
The Warranties. 47 SCHEDULE 8....................................................................55
The Warranties. 6 SCHEDULE 4................................................................ 30
The Warranties. 10.1 Subject to Clause 12:
(a) each of the Sellers warrants to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller as at the date of this Agreement; and
(b) immediately prior to Completion, each of the Sellers shall be deemed to warrant to the Buyer on a several basis (and to the extent that a Sellers’ Fundamental Warranty relates to a Seller or its holding of Sale Shares, in respect of itself or its own such holding only) that each of the Sellers’ Fundamental Warranties is true and accurate in respect of that Seller by reference to the facts and circumstances subsisting at that time.
10.2 The Buyer warrants to each of the Sellers that each of the Buyer’s Warranties is true and accurate at the date of this Agreement and, immediately prior to Completion, the Buyer shall be deemed to warrant to each of the Sellers that each of the Buyer’s Warranties is true and accurate by reference to the facts and circumstances subsisting at that time.
10.3 During the period beginning on the execution of this Agreement and ending on the Completion Date:
(a) each Seller shall disclose to the Buyer in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Buyer to accurately assess the situation, of any matter or circumstance which becomes known to such Seller which will make any Sellers’ Fundamental Warranty given in respect of itself untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(a) shall not qualify, or limit the Sellers’ liability in respect of, any Sellers’ Fundamental Warranty; and
(b) the Buyer shall disclose to the Sellers in writing as soon as reasonably practicable (and in any event before Completion) in reasonable detail (to the extent then available) to enable the Sellers to accurately assess the situation, of any matter or circumstance which becomes known to the Buyer which will make any Buyer’s Warranty untrue or inaccurate when repeated on a daily basis up to Completion. For the avoidance of doubt, any disclosure made in accordance with this Clause 10.3(b) shall not qualify, or limit the Buyer’s liability in respect of, any Buyer’s Warranty...
The Warranties. The Vendor represents and warrants to and covenants and undertakes with the Purchaser that as at the date of this Agreement and Completion:-
The Warranties. 6.1 The Company warrants to the Investor in the terms set out in Schedule 1.
6.2 The Company acknowledges that the Investor is entering into this agreement in reliance upon the Warranties.
6.3 Each Warranty is given in relation to either the Company or in relation to each Group Company as specified in Schedule 1.
6.4 The Warranties are given subject to all matters fairly disclosed in the Disclosure Letter or pursuant to an update of the Disclosure Letter under clause 6.9 below. No other information of which the Investor has knowledge (whether actual or constructive) is to prejudice any claim made under the Warranties or operate to reduce any amount recoverable from the Company.
6.5 The Warranties are separate and independent and are not to be limited by reference to any other part of this agreement save for this clause 6 and save for the definitions set out in clause 1.
6.6 All Warranties which are expressed to relate to the Company's awareness, knowledge, information or belief are deemed to be given by it with the awareness, knowledge, information or belief which its Board would have had if its Board had made, or had procured to be made, all due and proper enquiries in relation to the subject matter of such Warranty of the agents or advisers of the Company and within the knowledge of any director of any Group Company incorporated in the UK or of any managing director of any Group Company incorporated other than in the UK, but not of any customer, supplier, agent, regulatory authority or other third party.
6.7 The rights and remedies of the Investor in respect of any breach of the Warranties shall not be affected by Completion of the subscription of the Investor Shares, the grant of the Warrants, by any investigation made by or on behalf of the Investor into the affairs of the Group, by its rescinding or failure to rescind this agreement, by any failure to exercise or delay in exercising any right or remedy or by any other event or matter whatsoever, except a specific and duly authorised written waiver or release expressly referring to such breach.
6.8 The Company further warrants to the Investor that each of the Warranties will be fulfilled down to, and each of the Warranties shall be deemed to be repeated in accordance with clause 6.3 immediately prior to, Completion with reference to the facts and circumstances then existing, subject only to the limitations and qualifications set out in this clause 6.
6.9 The Company undertakes with the Investor to disc...
The Warranties. The Vendor hereby represents and warrants to the Purchaser that all representations and statements of fact set out in this Schedule 2 or otherwise contained in this Agreement are and will be true and accurate in all material respects as at the date hereof and as at Completion.
The Warranties. (A) The Seller represents and warrants to the Purchaser that:-
(i) it has full power to enter into and perform this Agreement and this Agreement constitutes its legally valid and binding obligations;
(ii) it has the full power, authority and legal right to own its assets and to carry on its business and is not in receivership or bankruptcy;
(iii) it has taken no steps to enter into bankruptcy or analogous proceedings and no petition has been presented for its winding up or similar proceedings taken and there are no grounds on which a petition or application could be based for the bankruptcy of or appointment of a receiver or the levy of distress or execution or the taking of analogous proceedings against it;
(iv) it is the sole legal and beneficial owner of the Sale Shares;
(v) save for the pre-emption and other provisions contained in the by-laws of the Company, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or encumbrance or equity on, over or affecting the Sale Shares and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing; and
(vi) At the time of Completion, there shall be no liability for taxes, contract obligations or any other type of claim that may be asserted against the Company; including, without limitation, any obligation that the Company may have with respect to any income tax or Franchise tax arising out of the net taxable income of the Company from the date of the Company’s inception to the date of Completion.
The Warranties. 6.1 The Buyer warrants to the Seller (for itself and as trustee for its successors in title) that as at the date of this Agreement and immediately prior to Completion by reference to the facts and circumstances then existing:
6.1.1 it is duly incorporated and validly existing;
6.1.2 it has power to enter into and perform its obligations under this Agreement, and the other documents which are to be executed by the Buyer pursuant to this Agreement (the “Buyer’s Completion Documents”) which will when executed constitute binding obligations on it in accordance with their respective terms;
6.1.3 it has taken all necessary corporate action to authorise the execution, delivery and performance of the Buyer’s Completion Documents, each of which have been duly executed by it; and
6.1.4 the execution, delivery and performance of the terms of the Buyer’s Completion Documents by it will not:
(a) result in a breach of its Memorandum and Articles of Association;
(b) result in a breach of any loan stock, bond, debenture (or other deed, mortgage, contract, undertaking or instrument of a similar nature for the raising of finances) to which it is a party;
(c) result in a breach of any agreement to which the Buyer is a party;
(d) result in a breach of any lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character or by which the Buyer is bound; or
(e) require the Buyer to obtain any consent or approval or, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentations or misstatements), and the Buyer warrants in the same terms in respect of each company in the Buyer’s Group which is to execute any document pursuant to this Agreement.
The Warranties. 6.5.1 are given separately and independently and, unless expressly provided to the contrary, are not limited or restricted by reference to, or inference from, the terms of any other Warranty or item of this Agreement;
6.5.2 where qualified by the knowledge, information, belief or awareness of the Sellers, unless expressly provided to the contrary, are deemed to refer to the actual (as opposed to constructive or imputed) knowledge, information, belief or awareness of the Sellers after due and careful enquiries by the Sellers in respect of the relevant subject matter of such Warranties; and
6.5.3 apply to each of the Subsidiaries as well as to the Company as if references to “the Company” included a corresponding reference to the Subsidiaries (and each of them severally).